CHANGE OF CONTROL AGREEMENT

     This  Change of Control  Agreement  (this  "Agreement")  by and between CCC
GlobalCom  Corporation,  a Nevada  corporation (the "Company"),  and Mr. Paul L.
Licata (the "Executive"), is effective as of February 16, 2001.

                               RECITALS:

      A. The Board of  Directors of the Company  (the  "Board")  has  previously
determined that it is in the best interests of the Company and its  stockholders
to assure that the Company will have the continued  dedication of the Executive,
notwithstanding the


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possibility,  threat or occurrence of a Change of Control (as defined  below) of
the Company.  The Board  believes it is  imperative  to diminish the  inevitable
distraction of the Executive by virtue of the personal  uncertainties  and risks
created  by a pending  or  threatened  Change of Control  and to  encourage  the
Executive's  full attention and  dedication to the Company  currently and in the
event of any  threatened  or  pending  Change of  Control,  and to  provide  the
Executive with  compensation and benefits  arrangements upon a Change of Control
which ensure that the compensation  and benefits  expectations of the Executive,
which are competitive  with those of executives at other  corporations,  will be
satisfied.

      B. To  accomplish  these  objectives,  the Board has caused the Company to
enter into this Agreement.

      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1.    CERTAIN DEFINITIONS.

            (a) The "Effective Date" shall mean the first date during the Change
      of  Control  Period  (as  defined  in  Section  1(b)) on which a Change of
      Control (as defined in Section 1(c)) occurs. Anything in this Agreement to
      the  contrary  notwithstanding,  if a Change of Control  occurs and if the
      Executive's employment with the Company is terminated prior to the date on
      which the Change of Control occurs,  and if it is reasonably  demonstrated
      by the  Executive  that  such  termination  of  employment  (i) was at the
      request of a third  party who has taken  steps  reasonably  calculated  to
      effect a Change of Control or (ii) otherwise  arose in connection  with or
      anticipation  of a  Change  of  Control,  then  for all  purposes  of this
      Agreement the "Effective  Date" shall mean the date  immediately  prior to
      the date of such termination of employment.

            (b) The "Change of Control Period" shall mean the period  commencing
      on the date  hereof  and  ending  on the  second  anniversary  of the date
      hereof; provided,  however, that commencing on the date one year after the
      date hereof,  and on each annual  anniversary  of such date (such date and
      each annual  anniversary  thereof shall be hereinafter  referred to as the
      "Renewal  Date"),  unless  previously  terminated,  the  Change of Control
      Period shall be  automatically  extended so as to terminate  three year(s)
      after such Renewal Date, unless at least 60 days prior to the Renewal Date
      the Company shall give notice to the Executive  that the Change of Control
      Period shall not be so extended.

            (c)   A "Change of Control" shall mean:

                  (i) The acquisition by any individual, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
      of 1934,  as amended (the  "Exchange  Act")) (a  "Person")  of  beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under

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      the Exchange Act) of 20 percent or more of either (A) the then outstanding
      shares of common stock of the Company  (the  "Outstanding  Company  Common
      Stock") or (B) the combined  voting power of the then  outstanding  voting
      securities  of the Company  entitled to vote  generally in the election of
      directors (the "Outstanding Company Voting Securities"); provided, however
      that for purposes of this subsection (i), the following acquisitions shall
      not constitute a Change of Control:

            (A)   any acquisition directly from the Company,

            (B)   any acquisition by the Company,

                              (C) any  acquisition by any employee  benefit plan
                  (or related  trust)  sponsored or maintained by the Company or
                  any corporation controlled by the Company, or

                              (D) any acquisition by any corporation pursuant to
                  a transaction  which complies with clauses (A), (B) and (C) of
                  subsection (iii) of this Section 1(c); or

                  (ii) Individuals,  who, as of the date hereof,  constitute the
      Board (the "Incumbent  Board") cease for any reason to constitute at least
      a majority of the Board; provided, however, that any individual becoming a
      director  subsequent to the date hereof whose election,  or nomination for
      election by the Company's stockholders, was approved by a vote of at least
      a majority of the directors then  comprising the Incumbent  Board shall be
      considered as though such individual was a member of the Incumbent  Board,
      but  excluding,  for this  purpose,  any  such  individual  whose  initial
      assumption  of  office  occurs  as a result  of an  actual  or  threatened
      election  contest  with respect to the election or removal of directors or
      other actual or  threatened  solicitation  of proxies or consents by or on
      behalf of a Person other than the Board; or

                  (iii)   Consummation   of   a   reorganization,    merger   or
      consolidation or sale or other  disposition of all or substantially all of
      the  assets of the  Company  (a  "Corporate  Transaction")  in each  case,
      unless, following such Corporate Transaction, (A) all or substantially all
      of  the  individuals   and  entities  who  were  the  beneficial   owners,
      respectively,  of the  Outstanding  Company  Common Stock and  Outstanding
      Company Voting Securities  immediately prior to such Corporate Transaction
      beneficially  own,  directly  or  indirectly,  more  than 60  percent  of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the


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      then  outstanding  voting  securities  entitled to vote  generally  in the
      election of directors,  as the case may be, of the  corporation  resulting
      from  such  Corporate  Transaction  (including,   without  limitation,   a
      corporation  which as a result of such transaction owns the Company or all
      or  substantially  all of the Company's  assets either directly or through
      one or more  subsidiaries) in substantially  the same proportions as their
      ownership,  immediately  prior  to  such  Corporate  Transaction,  of  the
      Outstanding  Company  Common  Stock  and the  Outstanding  Company  Voting
      Securities,  as the case may be, (B) no Person  (excluding any corporation
      resulting from such Corporate Transaction or any employee benefit plan (or
      related  trust) of the  Company or such  corporation  resulting  from such
      Corporate  Transaction)  beneficially  owns,  directly or  indirectly,  20
      percent or more of,  respectively,  the then outstanding  shares of common
      stock of the corporation  resulting from such Corporate Transaction or the
      combined voting power of the then  outstanding  voting  securities of such
      corporation  except to the extent that such ownership existed prior to the
      Corporate  Transaction  and (C) at least a majority  of the members of the
      board of  directors  of the  corporation  resulting  from  such  Corporate
      Transaction  were  members  of the  Incumbent  Board  at the  time  of the
      execution  of the  initial  agreement,  or of  the  action  of the  Board,
      providing for such Corporate Transaction; or

                  (iv) Approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company.

      2.  EMPLOYMENT  PERIOD.  The Company  hereby agrees that the Company or an
affiliated  company will continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company or an affiliate  subject to
the terms and  conditions of this  Agreement,  for the period  commencing on the
Effective  Date  and  ending  on  the  second  anniversary  of  such  date  (the
"Employment  Period").  "The Employment Period" shall mean the period commencing
on the date  hereof  and ending on the second  anniversary  of the date  hereof,
provided,  however,  that commencing on the date one year after the date hereof,
and on  each  annual  anniversary  of  such  date  (such  date  and  each  annul
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless  previously  terminated,  the "Employment  Period" shall be automatically
extended so as to terminate  three year(s)  after such Renewal  Date,  unless at
least sixty (60) days prior to the Renewal Date the Company shall give notice to
the Employee that the "Employment Period" shall not be so extended.







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<PAGE>

      3.    TERMS OF EMPLOYMENT.

            (a)   POSITION AND DUTIES.

                  (i) During the Employment Period, (A) the Executive's position
      (including status, offices, titles and reporting requirements,  authority,
      duties  and  responsibilities)  shall  be at  least  commensurate  in  all
      material  respects with the most significant of those held,  exercised and
      assigned at any time during the 120-day period  immediately  preceding the
      Effective Date and (B) the Executive's  services shall be performed at the
      location  where the  Executive  was  employed  immediately  preceding  the
      Effective  Date or any  office or  location  less than 100 miles from such
      location.

                  (ii) During the Employment  Period,  and excluding any periods
      of  vacation  and sick  leave to which  the  Executive  is  entitled,  the
      Executive  agrees to devote  reasonable  attention  and time during normal
      business  hours to the  business  and affairs of the  Company  and, to the
      extent  necessary  to  discharge  the  responsibilities  assigned  to  the
      Executive  hereunder,  to use the  Executive's  reasonable best efforts to
      perform  faithfully  and  efficiently  such  responsibilities.  During the
      Employment  Period it shall not be a violation of this  Agreement  for the
      Executive  to (A)  serve on  corporate,  civic  or  charitable  boards  or
      committees, (B) deliver lectures, fulfill speaking engagements or teach at
      educational  institutions and (C) manage personal investments,  so long as
      such activities do not significantly interfere with the performance of the
      Executive's  responsibilities  as an employee of the Company in accordance
      with this  Agreement.  It is expressly  understood  and agreed that to the
      extent that any such activities have been conducted by the Executive prior
      to the Effective  Date, the continued  conduct of such  activities (or the
      conduct of activities  similar in nature and scope thereto)  subsequent to
      the Effective  Date shall not  thereafter be deemed to interfere  with the
      performance of the Executive's responsibilities to the Company.

            (b)   COMPENSATION.

                  (i) BASE SALARY.  During the Employment  Period, the Executive
      shall receive an annual base salary ("Annual Base Salary"), which shall be
      paid at a monthly  rate,  at least equal to 12 times the  highest  monthly
      base  salary  paid or payable,  including  any base salary  which has been
      earned but deferred, to the Executive by the Company and/or its affiliated
      companies  in respect of the 12-month  period  immediately  preceding  the
      month in which the Effective Date occurs.  During the  Employment  Period,
      the Annual Base Salary  shall be reviewed no more than 12 months after the
      last salary increase  awarded to the Executive prior to the Effective Date
      and  thereafter  at  least  annually;  provided,  however,  that a  salary
      increase shall not necessarily be awarded as a result of such

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      review.  Any  increase in Annual  Base Salary  shall not serve to limit or
      reduce any other obligation to the Executive under this Agreement.  Annual
      Base  Salary  shall not be reduced  after any such  increase  other than a
      reduction  that  is  part  of  a  general  salary  reduction   implemented
      Company-wide  or by the  Executive's  employer  consistently  applied with
      respect to all or substantially all employees. The term Annual Base Salary
      as  utilized  in this  Agreement  shall  refer to Annual Base Salary as so
      increased or decreased.  As used in this Agreement,  the term  "affiliated
      companies" shall include any company  controlled by,  controlling or under
      common control with the Company.

                  (ii) ANNUAL BONUS.  The Executive  shall be awarded,  for each
      fiscal year ending  during the  Employment  Period,  an annual  bonus (the
      "Annual  Bonus") in cash at least equal to the  Executive's  highest bonus
      (whether in cash or Common Stock of the Company) paid or payable under the
      Company's  annual  incentive  program for the last three full fiscal years
      prior to the Effective  Date  (annualized  in the event that the Executive
      was not  employed by the  Company for the whole of such fiscal  year) (the
      "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than
      the end of the third  month of the fiscal year next  following  the fiscal
      year for which the Annual  Bonus is awarded,  unless the  Executive  shall
      elect to defer the receipt of such Annual Bonus.

                  (iii)  INCENTIVE,  SAVINGS AND  RETIREMENT  PLANS.  During the
      Employment  Period,  the Executive shall be entitled to participate in all
      incentive, savings and retirement plans, practices,  policies and programs
      applicable generally to the Executive's peer executives of the Company and
      its  affiliated  companies,  but in no event shall such plans,  practices,
      policies and programs  provide the Executive with incentive  opportunities
      (measured   with   respect  to  both   regular   and   special   incentive
      opportunities,   to  the  extent,   if  any,  that  such   distinction  is
      applicable),  savings opportunities and retirement benefit  opportunities,
      in each case, less favorable, in the aggregate, than the most favorable of
      those  provided  by the  Company  and  its  affiliated  companies  for the
      Executive under such plans, practices,  policies and programs as in effect
      at any time during the 120-day period immediately  preceding the Effective
      Date or, if more favorable to the Executive,  those provided  generally at
      any time after the Effective Date to the  Executive's  peer  executives of
      the Company and its affiliated companies.

                  (iv) WELFARE BENEFIT PLANS.  During the Employment Period, the
      Executive  and/or the  Executive's  family,  as the case may be,  shall be
      eligible to  participate  in and shall receive all benefits  under welfare
      benefit plans,  practices,  policies and programs  provided by the Company
      and its affiliated companies (including, without limitation,

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      medical,  prescription,  dental, disability, salary continuance,  employee
      life, group life, accidental death and travel accident insurance plans and
      programs)  to the extent  applicable  generally  to the  Executive's  peer
      executives of the Company and its  affiliated  companies,  but in no event
      shall such plans,  practices,  policies and programs provide the Executive
      with benefits which are less  favorable,  in the aggregate,  than the most
      favorable  of such plans,  practices,  policies and programs in effect for
      the Executive at any time during the 120-day period immediately  preceding
      the Effective Date or, if more favorable to the Executive,  those provided
      generally at any time after the  Effective  Date to the  Executive's  peer
      executives of the Company and its affiliated companies.

                  (v)  EXPENSES.  During the  Employment  Period,  the Executive
      shall be  entitled  to receive  prompt  reimbursement  for all  reasonable
      expenses  incurred by the Executive in accordance  with the most favorable
      policies,  practices  and  procedures  of the Company  and its  affiliated
      companies  in effect for the  Executive  at any time  during  the  120-day
      period  immediately  preceding the Effective Date or, if more favorable to
      the Executive,  as in effect generally at any time thereafter with respect
      to the  Executive's  peer  executives  of the Company  and its  affiliated
      companies.

                  (vi)  FRINGE BENEFITS. During the Employment
      Period,  the Executive  shall be entitled to fringe  benefits  (including,
      without limitation,  financial planning services,  payment of club dues, a
      car allowance or use of an automobile and payment of related expenses,  as
      appropriate)  in  accordance  with the most  favorable  plans,  practices,
      programs  and  policies  of the Company and its  affiliated  companies  in
      effect for the Executive at any time during the 120-day period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect  generally at any time  thereafter  with respect to the Executive's
      peer executives of the Company and its affiliated companies.

                  (vii) VACATION.  During the Employment  Period,  the Executive
      shall be entitled to paid vacation in accordance  with the most  favorable
      plans, policies,  programs and practices of the Company and its affiliated
      companies  in effect for the  Executive  at any time  during  the  120-day
      period  immediately  preceding the Effective Date or, if more favorable to
      the Executive,  as in effect generally at any time thereafter with respect
      to the  Executive's  peer  executives  of the Company  and its  affiliated
      companies.

                  (viii)OPTIONS/SARS. Upon the occurrence of a Change
      of Control pursuant to which the Company is not the survivor (or survives
      only as a subsidiary of another entity), the surviving corporation shall
      issue

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      to the Executive options and tandem stock appreciation rights ("SARs"), if
      applicable,  in substitution or replacement of all outstanding  options or
      SARs  previously  issued  pursuant to a Company  stock  option plan or the
      Company's Stock Appreciation Rights Plan,  respectively,  any such options
      and SARs to have  terms and  conditions  similar  to the terms of any such
      original options and SARs.

       4.   TERMINATION OF EMPLOYMENT.

            (a) DEATH OR DISABILITY.  The Executive's employment shall terminate
      automatically  upon the Executive's death during the Employment Period. If
      the Company  determines in good faith that the Disability of the Executive
      has occurred during the Employment  Period  (pursuant to the definition of
      Disability set forth below),  it may give to the Executive  written notice
      in  accordance  with Section  11(b) of this  Agreement of its intention to
      terminate  the  Executive's  employment.  In such event,  the  Executive's
      employment  with the  Company  shall  terminate  effective  30 days  after
      receipt of such notice by the Executive (the "Disability Effective Date"),
      provided that within the 30-day  period after such receipt,  the Executive
      shall  not have  returned  to  full-time  performance  of the  Executive's
      duties.  For  purposes  of this  Agreement,  "Disability"  shall  mean the
      absence of the Executive from the Executive's duties with the Company on a
      full-time  basis for 180 calendar  days as a result of  incapacity  due to
      mental or physical  illness  which is determined to be total and permanent
      by a physician  selected by the Company or its insurers and  acceptable to
      the Executive or the Executive's legal representative.

            (b) CAUSE.  The Company may  terminate  the  Executive's  employment
      during the Employment  Period for Cause.  For purposes of this  Agreement,
      "Cause" shall mean:

                  (i) the  willful and  continued  failure of the  Executive  to
      perform  substantially  the Executive's  duties with the Company or one of
      its affiliates  (other than any such failure resulting from incapacity due
      to physical or mental  illness),  after a written  demand for  substantial
      performance  is delivered  to the  Executive by a majority of the Board of
      Directors of the Company which specifically identifies the manner in which
      the Board of Directors  believes that the Executive has not  substantially
      performed the Executive's duties, or

                  (ii) the willful  engaging by the Executive in illegal conduct
      or gross misconduct which is materially and demonstrably  injurious to the
      Company.

            For  purposes of this  provision,  no act, or failure to act, on the
      part of the Executive shall be considered  "willful" unless it is done, or
      omitted to be done, by

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      the  Executive  in  bad  faith  or  without  reasonable  belief  that  the
      Executive's  action or omission was in the best  interests of the Company.
      Any act,  or failure to act,  based upon  authority  given  pursuant  to a
      resolution duly adopted by the Board or upon the instructions of the Chief
      Executive  Officer or of a senior officer of the Company or based upon the
      advice of counsel for the  Company  shall be  conclusively  presumed to be
      done,  or omitted to be done,  by the  Executive  in good faith and in the
      best  interests  of  the  Company.  The  cessation  of  employment  of the
      Executive shall not be deemed to be for Cause unless and until there shall
      have been  delivered to the Executive a copy of a resolution  duly adopted
      by the  affirmative  vote of not less than  three-quarters  of the  entire
      membership of the Board at a meeting of the Board called and held for such
      purpose  (after  reasonable  notice is provided to the  Executive  and the
      Executive is given an  opportunity,  together  with  counsel,  to be heard
      before the Board),  finding  that, in the good faith opinion of the Board,
      the Executive is guilty of the conduct  described in  subparagraph  (i) or
      (ii) above, and specifying the particulars thereof in detail.

            (c) GOOD REASON. The Executive's employment may be terminated by the
      Executive  during the Employment  Period for Good Reason.  For purposes of
      this Agreement, "Good Reason" shall mean:

                  (i) the assignment to the Executive of any duties inconsistent
      in any respect with the Executive's  position (including status,  offices,
      titles and reporting requirements),  authority, duties or responsibilities
      as contemplated by Section 3(a) of this Agreement,  or any other action by
      the Company  which results in a diminution  in such  position,  authority,
      duties  or  responsibilities,  excluding  for this  purpose  an  isolated,
      insubstantial  and inadvertent  action not taken in bad faith and which is
      remedied by the Company  promptly after receipt of notice thereof given by
      the Executive;

                  (ii) any  failure  by the  Company  to comply  with any of the
      provisions  of Section  3(b) of this  Agreement,  other than an  isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is remedied by the Company  promptly after receipt of notice thereof given
      by the Executive;

                  (iii) the Company's requiring the Executive to be based at any
      office or location other than as provided in Section  3(a)(i)(B) hereof or
      the Company's  requiring the Executive to travel on Company  business to a
      substantially  greater  extent  than  required  immediately  prior  to the
      Effective Date;

                  (iv)  any  purported   termination   by  the  Company  of  the
      Executive's  employment  otherwise  than as  expressly  permitted  by this
      Agreement; or

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<PAGE>




                  (v) any  failure  by the  Company to comply  with and  satisfy
      Section 9(c) of this Agreement.

            For purposes of this Section 4(c), any good faith  determination  of
      "Good Reason" made by the Executive shall be conclusive.

            (d) NOTICE OF  TERMINATION.  Any  termination  during the Employment
      Period by the  Company for Cause,  or by the  Executive  for Good  Reason,
      shall be  communicated  by Notice of Termination to the other party hereto
      given in accordance  with Section 11(b) of the Agreement.  For purposes of
      this Agreement, a "Notice of Termination" means a written notice which (i)
      indicates  the specific  termination  provision in this  Agreement  relied
      upon, (ii) to the extent  applicable,  sets forth in reasonable detail the
      facts and circumstances  claimed to provide a basis for termination of the
      Executive's  employment  under the provision so indicated and (iii) if the
      Date of  Termination  (as defined below) is other than the date of receipt
      of such notice,  specifies the  termination  date (which date shall be not
      more than 30 days after the  giving of such  notice).  The  failure by the
      Executive  or the  Company to set forth in the Notice of  Termination  any
      fact or  circumstance  which  contributes  to a showing of Good  Reason or
      Cause  shall  not  waive  any  right  of the  Executive  or  the  Company,
      respectively,  from asserting such fact or  circumstance  in enforcing the
      Executive's or the Company's rights hereunder.

            (e)   DATE OF TERMINATION.  "Date of Termination" shall mean:

                  (i) if the Executive's employment is terminated by the Company
      for Cause, or by the Executive for Good Reason, the date of receipt of the
      Notice of Termination or any later date specified therein, as the case may
      be;

                  (ii)  if  the  Executive's  employment  is  terminated  by the
      Company other than for Cause, death or Disability, the Date of Termination
      shall be the date on which the  Company  notifies  the  Executive  of such
      termination; and

                  (iii) if the Executive's employment is terminated by reason of
      death or Disability, the Date of Termination shall be the date of death of
      the Executive or the Disability Effective Date, as the case may be.

      5.    OBLIGATIONS OF THE COMPANY UPON TERMINATION.

            (a)   GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR
      DISABILITY.  If, during the Employment Period, the Company shall terminate
      the Executive's  employment other than for Cause, death or Disability,  or
      the Executive shall terminate employment for Good Reason:

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                  (i) The Company  shall pay to the  Executive  in a lump sum in
      cash within 30 days after the Date of  Termination  the  aggregate  of the
      following amounts:

     A. the sum of (1) the  Executive's  Annual Base Salary  through the Date of
Termination  to the  extent not  theretofore  paid,  (2) the  product of (x) the
higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable,
including  any bonus or portion  thereof which has been earned but deferred (and
annualized for any fiscal year  consisting of less than 12 full months or during
which the  Executive  was employed for less than 12 full  months),  for the most
recently completed fiscal year during the Employment Period, if any (such higher
amount being referred to as the "Highest Annual Bonus") and (y) a fraction,  the
numerator of which is the number of days in the current  fiscal year through the
Date  of  Termination,  and  the  denominator  of  which  is  365,  and  (3) any
compensation  previously  deferred by the Executive  (together  with any accrued
interest or earnings  thereon) and any accrued vacation pay, in each case to the
extent not  theretofore  paid (the sum of the amounts  described in clauses (1),
(2) and (3) shall be hereinafter referred to as the "Accrued Obligations"), and

     B. the amount  equal to the  product of (1) three  times (2) the sum of (x)
the Executive's Annual Base Salary and (y) the Highest Annual Bonus, and



                  (ii)  For  three  year(s)  after  the   Executive's   Date  of
      Termination,  or such longer period as may be provided by the terms of the
      appropriate plan, program,  practice or policy, the Company shall continue
      benefits to the  Executive  and/or the  Executive's  family equal to those
      which  would  have been  provided  to them in  accordance  with the plans,
      programs,  practices  and policies  described in Section  3(b)(iv) of this
      Agreement if the Executive's employment had not been terminated; provided,
      however, that

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      with  respect  to any of  such  plans,  programs,  practices  or  policies
      requiring an employee  contribution,  the Executive  shall continue to pay
      the monthly employee  contribution for same, and provided further, that if
      the Executive  becomes  reemployed by another  employer and is eligible to
      receive medical or other welfare benefits under another employer  provided
      plan,  the medical and other welfare  benefits  described  herein shall be
      secondary to those provided  under such other plan during such  applicable
      period of eligibility;

                  (iii) The  Company  shall,  at its sole  expense as  incurred,
      provide the Executive with outplacement  services,  the scope and provider
      of which shall be selected by the Executive in his sole discretion;

                  (iv) With respect to all options to purchase Common Stock held
      by  Employee on or prior to the Date of  Termination,  said  options  will
      become  100%  vested and the term of the option  agreement  will remain in
      place as if Employee' employment had not been terminated.

                  (v) The  Company  shall pay the  Executive  a lump sum in cash
      within 30 days after the  Executive's  Date of Termination  equal to three
      times the Executive's annual car allowance;

                  (vi) All benefits  under the  Retirement  Plan,  the SERP, the
      401(k) Plan and the Excess Plan, and any other similar plans,  not already
      vested shall be 100% vested, to the extent such vesting is permitted under
      the Code (as defined below); and

                  (vii) the extent not theretofore paid or provided, the Company
      shall timely pay or provide to the Executive any other amounts or benefits
      required  to be paid or  provided  or which the  Executive  is eligible to
      receive  under any  plan,  program,  policy or  practice  or  contract  or
      agreement of the Company and its affiliated  companies (such other amounts
      and benefits shall be hereinafter referred to as the "Other Benefits").

            (b) DEATH. If the Executive's  employment is terminated by reason of
      the Executive's death during the Employment  Period,  this Agreement shall
      terminate   without   further   obligations  to  the   Executive's   legal
      representatives  under this  Agreement,  other than for payment of Accrued
      Obligations and the timely payment or provision of Other Benefits. Accrued
      Obligations shall be paid to the Executive's  estate or beneficiaries,  as
      applicable,  in a lump  sum in cash  within  30  days  after  the  Date of
      Termination.  With respect to the  provision of Other  Benefits,  the term
      Other  Benefits as utilized in this  Section 5(b) shall  include,  without
      limitation,  and the  Executive's  estate  and/or  beneficiaries  shall be
      entitled  to  receive,  benefits  at least  equal  to the  most  favorable
      benefits provided by the

                                 -110-

<PAGE>



      Company and affiliated  companies to the estates and  beneficiaries of the
      Executive's  peer executives of the Company and such affiliated  companies
      under such  plans,  programs,  practices  and  policies  relating to death
      benefits,  if any,  in  effect  at any  time  during  the  120-day  period
      immediately  preceding the Effective Date or, if more favorable,  those in
      effect on the date of the Executive's death.

            (c)  DISABILITY.  If the  Executive's  employment  is  terminated by
      reason of the Executive's  Disability during the Employment  Period,  this
      Agreement  shall terminate  without further  obligations to the Executive,
      other than for payment of Accrued  Obligations  and the timely  payment or
      provision  of Other  Benefits.  Accrued  Obligations  shall be paid to the
      Executive  in a lump  sum in  cash  within  30  days  after  the  Date  of
      Termination.  With respect to the  provision of Other  Benefits,  the term
      Other  Benefits as utilized in this  Section 5(c) shall  include,  without
      limitation,  and the  Executive  shall be  entitled  after the  Disability
      Effective Date to receive, disability and other benefits at least equal to
      the most  favorable  benefits  generally  provided  by the Company and its
      affiliated  companies to the Executive's  disabled peer executives  and/or
      their  families in  accordance  with such plans,  programs,  practices and
      policies  relating to disability,  if any, in effect generally at any time
      during the 120-day period immediately  preceding the Effective Date or, if
      more favorable, those in effect at the time of the Disability.

            (d) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment
      is terminated for Cause during the Employment Period, this Agreement shall
      terminate  without  further  obligations to the Executive,  other than the
      obligation  to pay to the  Executive  (x) his or her  Annual  Base  Salary
      through  the  Date of  Termination,  (y) the  amount  of any  compensation
      previously deferred by the Executive, and (z) Other Benefits, in each case
      to the extent theretofore unpaid. If the Executive voluntarily  terminates
      employment during the Employment Period,  excluding a termination for Good
      Reason,  this Agreement shall terminate without further obligations to the
      Executive,  other than for Accrued  Obligations  and the timely payment or
      provision of Other Benefits.  In such case, all Accrued  Obligations shall
      be paid to the  Executive  in a lump sum in cash  within 30 days after the
      Date of Termination.

      6. OTHER RIGHTS. Except as provided hereinafter, nothing in this Agreement
shall prevent or limit the Executive's continuing or future participation in any
plan,  program,  policy  or  practice  provided  by  the  Company  or any of its
affiliated  companies and for which the Executive may qualify,  nor,  subject to
Section 11(f),  shall anything  herein limit or otherwise  affect such rights as
the Executive  may have under any contract or agreement  with the Company or any
of its affiliated companies.  Except as provided hereinafter,  amounts which are
vested  benefits or which the  Executive is otherwise  entitled to receive under
any plan,  policy,  practice or program of or any contract or agreement with the
Company  or any of its  affiliated  companies  at or  subsequent  to the Date of
Termination shall be payable in accordance with such plan,  policy,  practice or
program or contract or agreement.  It is expressly  agreed by the Executive that
he or she

                                 -111-

<PAGE>



shall have no right to  receive,  and  hereby  waives  any  entitlement  to, any
severance  pay or similar  benefit  under any other  plan,  policy,  practice or
program of the Company.  In addition,  if the  Executive  has an  employment  or
similar agreement with the Company at the Date of Termination,  he or she agrees
that he or she shall  have the right to  receive  all of the  benefits  provided
under this  Agreement or such other  agreement,  whichever one, in its entirety,
the Executive chooses, but not both agreements,  and when the Executive has made
such election, the other agreement shall be superseded in its entirety and shall
be of no further force and effect.  The Executive also agrees that to the extent
he or she may be eligible for any  severance  pay or similar  benefit  under any
laws providing for severance or termination  benefits,  such other severance pay
or similar benefit shall be coordinated  with the benefits owed hereunder,  such
that the Executive shall not receive duplicate benefits.

      7.    FULL SETTLEMENT.

            (a) NO  RIGHTS  OF  OFFSET.  The  Company's  obligation  to make the
      payments  provided  for in this  Agreement  and  otherwise  to perform its
      obligations hereunder shall not be affected by any set-off,  counterclaim,
      recoupment,  defense or other claim, right or action which the Company may
      have against the Executive or others.

            (b) NO  MITIGATION  REQUIRED.  In no event  shall the  Executive  be
      obligated  to seek  other  employment  or take any other  action by way of
      mitigation  of the  amounts  payable  to the  Executive  under  any of the
      provisions of this Agreement and such amounts shall not be reduced whether
      or not the Executive obtains other employment.

            (c) LEGAL FEES. The Company  agrees to pay as incurred,  to the full
      extent  permitted by law, all legal fees and expense  which the  Executive
      may reasonably incur as a result of any contest (regardless of the outcome
      thereof)  by the  Company,  the  Executive  or others of the  validity  or
      enforceability  of, or liability under, any provision of this Agreement or
      any guarantee of performance thereto (including as a result of any contest
      by the  Executive  about  the  amount  of any  payment  pursuant  to  this
      Agreement),  plus in each case  interest  on any  delayed  payment  at the
      applicable  Federal  rate  provided  for in Section  7872(f)(2)(A)  of the
      Internal Revenue Code of 1986, as amended (the "Code").


       8.    CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

            (a) Anything in this Agreement to the contrary  notwithstanding  and
      except as set forth below,  in the event it shall be  determined  that any
      payment  or  distribution  by the  Company  to or for the  benefit  of the
      Executive  (whether  paid  or  payable  or  distributed  or  distributable
      pursuant to the terms of this Agreement or

                                 -112-

<PAGE>



      otherwise,  but  determined  without  regard  to any  additional  payments
      required  under  this  Section  8) (a  "Payment")  would be subject to the
      excise  tax  imposed  by  Section  4999  of the  Code or any  interest  or
      penalties  are incurred by the  Executive  with respect to such excise tax
      (such  excise tax,  together  with any such  interest and  penalties,  are
      hereinafter  collectively  referred  to as the  "Excise  Tax"),  then  the
      Executive shall be entitled to receive an additional  payment (a "Gross-Up
      Payment")  in an amount such that after  payment by the  Executive  of all
      taxes  (including  any interest or penalties  imposed with respect to such
      taxes),  including without limitation,  any income taxes (and any interest
      and  penalties  imposed with respect  thereto) and Excise Tax imposed upon
      the  Gross-Up  Payment,  the  Executive  retains an amount of the Gross-Up
      Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding
      the  foregoing  provisions of this Section 8(a), if it shall be determined
      that  the  Executive  is  entitled  to a  Gross-Up  Payment,  but that the
      Executive,  after  taking  into  account  the  Payments  and the  Gross-Up
      Payment,  would not receive a net  after-tax  benefit of at least  $50,000
      (taking  into account both income taxes and any Excise Tax) as compared to
      the net after-tax proceeds to the Executive  resulting from an elimination
      of the Gross-Up Payment and a reduction of the Payments, in the aggregate,
      to an amount  (the  "Reduced  Amount")  such that the  receipt of Payments
      would not give rise to any Excise Tax,  then no Gross-Up  Payment shall be
      made to the Executive and the Payments, in the aggregate, shall be reduced
      to the Reduced Amount.

            (b) Subject to the  provisions of Section 8(c),  all  determinations
      required  to be made under this  Section 8,  including  whether and when a
      Gross-Up  Payment is required and the amount of such Gross-Up  Payment and
      the assumptions to be utilized in arriving at such determination  shall be
      made by Arthur  Andersen LLP or, as provided  below,  such other certified
      public  accounting  firm  as  may be  designated  by  the  Executive  (the
      "Accounting  Firm") which shall provide detailed  supporting  calculations
      both to the Company and the  Executive  within 15 business  days after the
      receipt of notice  from the  Executive  that there has been a Payment,  or
      such earlier  time as is  requested by the Company.  In the event that the
      Accounting  Firm is serving as accountant  or auditor for the  individual,
      entity or group  effecting  the Change of  Control,  the  Executive  shall
      appoint  another  nationally   recognized  accounting  firm  to  make  the
      determinations  required  hereunder  (which  accounting firm shall then be
      referred to as the Accounting  Firm  hereunder).  All fees and expenses of
      the  Accounting  Firm shall be borne solely by the  Company.  Any Gross-Up
      Payment,  as  determined  pursuant to this Section 8, shall be paid by the
      Company  to the  Executive  within  five  days  after the  receipt  of the
      Accounting Firm's determination.  Any determination by the Accounting Firm
      shall be binding  upon the Company and the  Executive.  As a result of the
      uncertainty in the  application of Section 4999 of the Code at the time of
      the initial determination by the Accounting Firm hereunder, it is possible
      that Gross-Up Payments which will not have been made by the Company should
      have been made ("Underpayment"), consistent with the calculations required
      to be made hereunder.  In the event that the Company exhausts its remedies
      pursuant to Section 8(c) and

                                 -113-

<PAGE>



      the Executive  thereafter is required to make a payment of any Excise Tax,
      the Accounting  Firm shall determine the amount of the  Underpayment  that
      has  occurred  and any such  Underpayment  shall be  promptly  paid by the
      Company to or for the benefit of the Executive.

            (c) The  Executive  shall notify the Company in writing of any claim
      by the Internal  Revenue  Service that, if  successful,  would require the
      payment by the Company of the Gross-Up Payment. Such notification shall be
      given as soon as  practicable,  but no later than ten business  days after
      the Executive is informed in writing of such claim,  and shall apprise the
      Company  of the  nature of such  claim and the date on which such claim is
      requested to be paid. The Executive  shall not pay such claim prior to the
      expiration of the 30-day period  following the date on which he gives such
      notice to the Company (or such shorter  period ending on the date that any
      payment  of taxes  with  respect  to such  claim is due).  If the  Company
      notifies the Executive in writing  prior to the  expiration of such period
      that it desires to contest such claim the Executive shall:

                  (i)   give the Company any information reasonably
      requested by the Company relating to such claim,

                  (ii) take such action in connection with contesting such claim
      as the  Company  shall  reasonably  request in writing  from time to time,
      including without limitation,  accepting legal representation with respect
      to such claim by an attorney reasonably selected by the Company,

                  (iii)  cooperate  with  the  Company  in good  faith  in order
      effectively to contest such claim, and

                  (iv)  permit the  Company to  participate  in any  proceedings
      relating to such claims;  provided,  however,  that the Company shall bear
      and pay directly all costs and expenses (including additional interest and
      penalties)  incurred in connection with such costs and shall indemnify and
      hold the Executive harmless,  on an after-tax basis, for any Excise Tax or
      income tax (including interest and penalties with respect thereto) imposed
      as a result of such  representation  and  payment  of costs and  expenses.
      Without  limitation on the foregoing  provisions of this Section 8(c), the
      Company  shall  control  all  proceedings  taken in  connection  with such
      contest  and,  at its  sole  option,  may  pursue  or  forego  any and all
      administrative  appeals,  proceedings,  hearings and conferences  with the
      taxing  authority  in respect of such claim and may,  at its sole  option,
      either direct the Executive to pay the tax claimed and sue for a refund or
      contest the claim in any permissible  manner,  and the Executive agrees to
      prosecute  such  contest  to  determination   before  any   administrative
      tribunal,  in a court of initial jurisdiction and in one or more appellate
      courts,  as the Company shall determine;  provided,  however,  that if the
      Company directs the

                                 -114-

<PAGE>



      Executive  to pay such  claim  and sue for a  refund,  the  Company  shall
      advance the amount of such payment to the Executive,  on an  interest-free
      basis and shall indemnify and hold the Executive harmless, on an after-tax
      basis, from any Excise Tax or income tax (including  interest or penalties
      with respect thereto) imposed with respect to such advance or with respect
      to any imputed income with respect to such advance;  and further  provided
      that any  extension of the statute of  limitations  relating to payment of
      taxes for the taxable  year of the  Executive  with  respect to which such
      contested  amount is claimed to be due is limited solely to such contested
      amount. Furthermore, the Company's control of the contest shall be limited
      to issues  with  respect  to which a  Gross-Up  Payment  would be  payable
      hereunder and the Executive shall be entitled to settle or contest, as the
      case may be, any other issues  raised by the Internal  Revenue  Service or
      any other taxing authority.

            (d) If, after the receipt by the Executive of an amount  advanced by
      the Company  pursuant to Section 8(c), the Executive  becomes  entitled to
      receive  any  refund  with  respect to such  claim,  the  Executive  shall
      (subject to the Company's complying with the requirements of Section 8(c))
      promptly pay to the Company the amount of such refund  (together  with any
      interest paid or credited  thereon after taxes  applicable  thereto).  If,
      after the receipt by the  Executive  of an amount  advanced by the Company
      pursuant to Section 8(c), a determination is made that the Executive shall
      not be entitled  to any refund with  respect to such claim and the Company
      does not notify  the  Executive  in writing of its intent to contest  such
      denial  of  refund  prior  to  the   expiration  of  30  days  after  such
      determination,  then  such  advance  shall be  forgiven  and  shall not be
      required to be repaid and the amount of such advance shall offset,  to the
      extent thereof, the amount of Gross-Up Payment required to be paid.

     9.  CONFIDENTIAL  INFORMATION.  The  Executive  shall  hold in a  fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies,  provided  that it shall not apply to  information  which is or shall
become public knowledge (other than by acts by the Executive or  representatives
of the Executive in violation of this Agreement),  information that is developed
by the  Executive  independently  of such  information,  or knowledge or data or
information  that is  disclosed  to the  Executive  by a third  party  under  no
obligation  of  confidentiality  to  the  Company.   After  termination  of  the
Executive's  employment with the Company,  the Executive shall not,  without the
prior  written  consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those  designated  by it. In no event shall an
asserted  violation of the  provisions  of this Section 9 constitute a basis for
deferring or withholding  any amounts  otherwise  payable to the Executive under
this Agreement.

                                 -115-

<PAGE>

      10.   SUCCESSORS.

            (a) This  Agreement  is  personal to the  Executive  and without the
      prior  written  consent  of the  Company  shall not be  assignable  by the
      Executive  otherwise than by will or the laws of descent and distribution.
      This  Agreement  shall inure to the benefit of and be  enforceable  by the
      Executive's legal representatives.

            (b) This Agreement shall inure to the benefit of and be binding upon
      the Company and its successors and assigns.

            (c) The  Company  will  require  any  successor  (whether  direct or
      indirect,  by purchase,  merger,  consolidation  or  otherwise)  to all or
      substantially  all of the business  and/or assets of the Company to assume
      expressly  and agree to perform  this  Agreement in the same manner and to
      the same  extent  that the  Company  would be required to perform it if no
      such  succession  had taken place.  As used in this  Agreement,  "Company"
      shall mean the Company as  hereinbefore  defined and any  successor to its
      business  and/or  assets as aforesaid  which assumes and agrees to perform
      this Agreement by operation of law, or otherwise.

      11.   MISCELLANEOUS.

            (a) THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT  REFERENCE TO  PRINCIPLES OF
      CONFLICT OF LAWS.
      The captions of this Agreement are not part of the  provisions  hereof and
      shall  have no force or  effect.  This  Agreement  may not be  amended  or
      modified  otherwise  than by a written  agreement  executed by the parties
      hereto or their respective successors and legal representatives.

            (b) All  notices  and  other  communications  hereunder  shall be in
      writing  and  shall be given by hand  delivery  to the  other  party or by
      registered or certified mail, return receipt  requested,  postage prepaid,
      addressed as follows:

            If to the Executive:  Mr. Paul L. Licata
                                  7887 San Felipe, Suite 122
                                  Houston, Texas 77063


            If to the Company:    Mr. Z. A. Hakim
                                  CCC GlobalCom Corporation
                                  16350 Park Ten Place, Suite 241
                                  Houston, Texas 77084

                                 -116-

<PAGE>



      or to such other address as either party shall have furnished to the other
      in writing in accordance  herewith.  Notices and  communications  shall be
      effective when actually received by the addressee.

            (c) The  invalidity  or  unenforceability  of any  provision of this
      Agreement  shall not affect the  validity or  enforceability  of any other
      provision of this Agreement.

            (d) The Company may  withhold  from any amounts  payable  under this
      Agreement such Federal, state, local or foreign taxes as shall be required
      to be withheld pursuant to any applicable law or regulation.

            (e) The  Executive's or the Company's  failure to insist upon strict
      compliance  with any provision of this  Agreement or the failure to assert
      any right the  Executive  or the  Company  may have  hereunder,  including
      without limitation, the right of the Executive to terminate employment for
      Good Reason pursuant to Section  4(c)(i)-(v) of this Agreement,  shall not
      be deemed to be a waiver of such provision or right or any other provision
      or right of this Agreement.

            (f) The Executive and the Company  acknowledge  that,  except as may
      otherwise  be  provided  under any other  written  agreement  between  the
      Executive and the Company,  the employment of the Executive by the Company
      is "at will" and,  subject to Section 1(a) hereof,  prior to the Effective
      Date, the Executive's  employment  and/or this Agreement may be terminated
      by either the  Executive or the Company at any time prior to the Effective
      Date, in which case the Executive  shall have no further rights under this
      Agreement.  From  and  after  the  Effective  Date  this  Agreement  shall
      supersede  any other  agreement  between the parties  with  respect to the
      subject matter hereof.

      IN WITNESS  WHEREOF,  the Executive has hereunto set the Executive's  hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.



                                        /s/
                                    ------------------------------------
                                    Executive

                                    CCC GlobalCom Corporation

                                        /s/
                                    By:________________________________



                                 -117-